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'Ocean's Twelve' Is a Great Sequel About How Hard It Is to Make a Great Sequel

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by Matt Singer
February 5, 2013 11:35 AM
9 Comments
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"Ocean's Twelve."

Steven Soderbergh is going to retire. He's got his new movie, "Side Effects," which opens this Friday, and his Liberace biopic "Behind the Candelabra" for HBO later this year, and then he's done for good. When someone's career nears its end, you start to get the urge to take stock; weigh the highs and lows, and sort out the best and the worst. In this week's Criticwire Survey, I asked our critics to pick the best Steven Soderbergh film; "Out of Sight" won handily. The week before, I polled critics to find out the worst sequel everand Soderbergh's follow-up to his extremely popular "Ocean's Eleven" remake, "Ocean's Twelve," received several mentions.

Though a few other critics in our weekly survey mentioned it amongst their favorite Soderberghs, "Ocean's Twelve" remains one of the director's most divisive movies. My little poll was not the first time it wound up on a list of bad sequels, either; in 2008, Entertainment Weekly ranked "Ocean's Twelve" the sixteenth worst sequel of all time, below stinkers like "Star Trek V: The Final Frontier" and "Revenge of the Nerds II: Nerds in Paradise." In a similar poll from 2011, Total Film placed it at #25 out of 30, which meant they considered it a slightly worse sequel than "Staying Alive," Sylvester Stallone's follow-up to "Saturday Night Fever" in which John Travolta's Tony Manero stars on Broadway in a musical where he fights Satan while wearing a bikini.

On the subject of "Out of Sight," I agree with my colleagues; if it's not's Soderbergh's absolute best, it's got to be in the discussion. On the subject of "Ocean's Twelve," I strongly disagree. In fact, I would argue "Ocean's Twelve" is not only one of Soderbergh's finest movies, it's also one of the best sequels ever made about how hard it is to make a great sequel.

Like its predecessor, "Ocean's Twelve" is a heist film starring a stylish gang of thieves, led by George Clooney's Danny Ocean and Brad Pitt's Rusty Ryan. In "Ocean's Eleven," they stole over $100 million from Las Vegas casino mogul Terry Benedict (Andy Garcia); as "Twelve" begins, Benedict tracks each of the con men down and demands full restitution plus interest in two weeks. Reluctantly, Ocean's Eleven regroup (although they're particularly reluctant to be called "Ocean's Eleven"). Too hot to work in America, they head abroad to Amsterdam, where they accept a job that will help them start to pay off their debt. Eventually, Ocean and company realize they're being manipulated by another master thief, a Frenchman known only as The Night Fox (Vincent Cassel), who wants to force Ocean into a contest to determine who is the world's greatest burglar.

Even though every single member of "Ocean's Eleven"'s ample cast returned to make this sequel -- and even though much of the creative team including Soderbergh, producer Jerry Weintraub, editor Stephen Mirrione, and composer David Holmes returned with them -- it's easy to understand some audience's issues with the movie. "Ocean's Eleven" was lighthearted but it was also a slick, suspenseful thriller with life-or-death stakes and some memorably sultry screwball chemistry between Clooney and Julia Roberts. For Ocean, the battle with Benedict extended beyond the money; he had a personal score to settle, and the love of his life, Tess (Roberts), to win back. 

"Twelve," in contrast, is a lark and a goof. No one -- not the characters, not the actors, not the filmmakers -- looks like they're taking things very seriously. Having proven their larceny bonafides in the first movie, there's little  suspense in the matter of whether Ocean's Eleven will repay Benedict in time; of course they will. The chemistry between Clooney and Roberts is now muted and domestic instead of hot and combative. In his positive remarks about "Ocean's Twelve" in this week's Criticwire Survey, Matt Prigge said that some commentators call the film "vacations for people who don't need them."

But "Ocean's Twelve," like the embezzlers at its center, is engaged in a number of long cons, and the audience is the mark in all of them. The film tricks you into thinking it's one thing and then repeatedly reveals itself as another. With enough viewings and distance, you begin to see that the film is entirely about the act of its own creation.

Consider the set-up: Benedict finds Ocean's Eleven, scattered to the winds, and demands they reform and repay his money, plus a little extra. In our sequel-about-sequels reading, Benedict plays the role of the studio executive who convinces Clooney, Pitt, Damon, Soderbergh and company reunite. He doesn't care how they do it as long as it's bigger than before (the principal plus interest). Given that they pulled off maybe the craziest movie heist in history the first time around, this is no easy task.

Ocean's Eleven reassembles and grudgingly travels to Europe. They try to get back into the groove, but their hearts just aren't in it. "We're forcing it," Pitt's Rusty says to Danny when their first heist in Amsterdam -- stealing a valuable document from the safe of an agoraphobic -- proves impossible and they continue to press ahead anyway. "We're forcing it," Danny agrees, voicing the filmmakers' own reticence about their assignment and acknowledging their mercenary intentions.

The gang eventually pulls off the impossible, but there's a catch: The Night Fox has beaten them to the punch, stealing the document before they arrived, and taunting them with an audio message he leaves behind in the agoraphobic's safe. Here is part of his message to Danny Ocean:

"In arriving second, Mr. Ocean, you have joined a long line of people who have worked very hard and risked a great deal only to get somewhere second. You don't know any of these people by name, of course, because they enter oblivion. You know this word, oblivion? It means to be totally forgotten by everyone forever."

Most sequels risk a great deal (namely their creators' artistic credibility) only to get somewhere second. Many of these movies are forgotten because they quickly enter oblivion, and for Soderbergh and Clooney and all the rest, that is precisely what they are facing with "Ocean's Twelve." The Night Fox was the one who tipped off Benedict about Ocean's Eleven, and then pressured him to pursue their debt under specific circumstances that require the gang to commit more heists. So if Benedict represents a studio executive, then The Night Fox represents the audience -- whose love of the first movie whispers in the executive's ear and inspires him to greenlight a sequel.

The Night Fox despises Ocean and his brilliance, while audiences presumably love it -- but otherwise the metaphor works pretty neatly. The Night Fox wants to test his mettle against Ocean, and so do audiences; viewers love to watch heist movies like "Ocean's Eleven" to see if they can figure out all the little tricks the movie is going to play before they happen. Invariably, the audience believes they understand the game; invariably the movie outsmarts them in the end.

Here that happens to our audience stand-in in a very literal way. In the climax, the Night Fox confronts Ocean and Tess at his Italian villa, believing he has won their wager by stealing an unstealable Fabergé egg in a bravura sequence where he breakdances through a field of security lasers. But Ocean gets the last laugh again; a series of flashbacks reveals how he and his team stole the egg before the Night Fox ever got near it. The Night Fox's mentor, another master thief named LeMarc (Albert Finney), tipped off Ocean before his trap could be set. "Remember, from the time you see [The Night Fox] at his villa and the challenge begins," he tells Ocean in the flashback, "you must assume he will have you under surveillance everywhere you go. You'll have to put on a very elaborate show."

So Ocean's Eleven have been forced to make a "sequel" against their will, which must be bigger than their last heist, which was already the biggest heist ever. Somehow, they've got to make this sequel specifically for an audience that knows them and all their old tricks -- and will be scrutinizing every move they make. Most of "Ocean's Twelve," then -- the scheming, the planning, the bickering, the forced enthusiasm, the seeming disinterest -- is not actually the heist at all, which occurs off-camera midway through the film. The rest is all the "very elaborate show" done for the benefit of The Night Fox and his surveillance cameras -- or for the audience watching in the theater or at home. Who, in the end, are just as fooled as he is.

Of course, there's still a lot ot enjoy about "Ocean's Twelve" even if you don't catch any of this stuff. Beyond all the metatextual shenanigans, there's still plenty of good old fashioned heist work involved -- from the agoraphobic's robbery to the original scheme to steal the priceless egg, and then the hilarious and outrageous backup plan, which involves dressing Tess up like Julia Roberts and using her as an extremely pregnant prop. There's also a sharp script by George Nolfi, with plenty of clever character beats and some really funny zingers -- my favorite's when Elliott Gould's Reuben gets found by Benedict while he's consulting a psychic and his first words are "This? You couldn't see this?!?"

Steven Soderbergh is going to retire. But if "Ocean's Twelve" is autobiographical in any way, I wouldn't expect that retirement to last too long. The other thing "Ocean's Twelve" is about is retirement, and how unsatisfying it is; most of Ocean's Eleven try to leave the criminal life behind after the Benedict job, but it doesn' take. Danny and Tess are making a go of family life, Casey Affleck's Virgil has a new fiance, tech expert Linus has become a standup comic, and Rusty is now the owner of the Standard Hotel in Hollywood (where, in a hilarious scene, he tries to talk down a crazed Kabbalah-practicing Topher Grace, reprising his self-parodying cameo from the first film). Later, when Rusty rekindles a romance with a former lover who also happens to be a Europol agent assigned to their case (Catherine Zeta-Jones, never more beautiful), she asks him why he's still working the long con. "I tried hotels. I'm better at this."

Earlier, when Danny and Rusty take a stroll through Amsterdam and confess to one another that they're forcing it, they talk about how hard it is to change their ways, even now that they've got no reason to steal. "I can't turn my brain off," Danny says. "It's me. I go into some place and all I can see are the angles." One imagines Soderbergh saying the same thing in a few years about cameras instead of priceless jewels. He's going to try hotels now. But if he can't turn his brain off, he'll be back. Maybe with another sequel. He's pretty good at those.

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9 Comments

  • Seanus | February 17, 2013 10:43 AMReply

    Also: I'm interested in your take on Thirteen.

  • Fagg McGaggBagg | January 15, 2014 5:15 AM

    You're a mind-blowing faggot you know that?

  • Seanus | February 17, 2013 10:42 AMReply

    A mind-blowing article that I can agree with in retrospect. I always loved Twelve and couldn't put my finger on why. Now I know. I will inform the misinformed in the hope that they, like me, want to see the good in things and appreciate subtleties that Hollywood tries to beat out of all of it's produce.

  • Erlend Lunde Holbek | February 13, 2013 3:28 PMReply

    Sidenote: I once read that Soderbergh considers Ocean's Thirteen the movie he's most pleased with. Not having seen it, that made me curious.

  • Christian O'Brien | February 13, 2013 12:59 PMReply

    Twelve is the best of the three. The Robbie Coltrane sequence alone is worth the price of admission. Suck it, haters!

  • Jack B | February 5, 2013 9:08 PMReply

    "and then the hilarious and outrageous backup plan, which involves dressing Tess up like Julia Roberts and using her as an extremely pregnant prop"

    Oh please. That sequence was the laziest most self indulgent things ever committed to film and the biggest reason why this film is two hours of irretrievable nonsense

  • Arch | February 5, 2013 3:47 PMReply

    Actually I never thought Ocean's 12 was that bad.
    In any case, you make a great argument. Language issues (with Yen and Matsui), cryptic con-names, the dynamic between Rusty and Ocean as pointed out (even more domestico-cryptic in the following sequel "She did ? and what did you do ?/ You know what I did! /You did ?" and the like); what was barely noticeable in O's 11 became prevalent. Add to this a vague To Catch a Thief influence: Soderbergh obviously aimed for meta somehow, but in a subtle way. The "Julia Roberts" con may go to far, but Linus' mom involvement is still fun.
    O12 is clearly self-conscious ... "self conscious sequel" still seems a bit overstretched... but you almost con-vinced me.

  • Jeremy Schobel | February 5, 2013 3:29 PMReply

    If I'm remembering correctly, a lot of the criticism for 12 reflected the sentiments of Prigge, which is a shame, because I've always felt that I enjoy movies most when the actors are enjoying themselves as well. Which is why the hate for 12 really irks me. It's colorful, it's fun, it's loud, and it's subversive. I think this is really when Soderbergh came into his own as a master visual storyteller

  • Michael Dalton | February 5, 2013 12:14 PMReply

    As one of the critics who chose this film as the worst sequel ever, this article has made me want to re-watch the film. A brilliant reading of the film that I had never considered and actually increases my appreciation of it. I now look forward to re-watching Ocean's Twelve (Something I never thought I'd write) in order to test this theory. Recording Soderbergh's retirement, I would be very surprised if this is the last we see him of him on the big screen.

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